UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~ earliest event reported): October 18, 2012

~~Date~~INDEPENDENCE ofTAX ~~Report~~CREDIT ~~(Date~~PLUS ofL.P. ~~earliest event reported): April 23, 2012~~ III

Independence Tax Credit Plus L.P. III

(Exact name of registrant as specified in its charter)

Delaware	0-24650	13-~~3746399~~3746339
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
625 Madison Avenue, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 317-5700

100 Church Street, New York, New York		10007
(Address of principal executive offices)		(Zip Code)

~~(Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report.~~(212) 317-5700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~13a~~13e-4(c))

~~ITEM~~Item 48.01. ~~Changes~~Other ~~in Registrant’s Certifying Accountant~~Events.

On ~~April 23~~October 18, 2012, Independence Tax Credit Plus L.P. III (~~the~~"Independence ~~“Company”~~III") ~~was~~issued ~~notified~~a press release announcing that ~~its~~it ~~independent~~recently ~~registered~~became ~~public~~aware ~~accounting~~of ~~firm,~~a ~~Trien~~tender ~~Rosenberg~~offer ~~Weinberg~~by ~~Ciullo & Fazzari~~Peachtree ~~LLP~~Partners (~~“Trien~~the ~~Rosenberg”~~"Offeror") to purchase up to 4.9% of the 43,440 ~~merged~~outstanding ~~its~~limited ~~practice~~partnership ~~with~~units ~~that~~of Independence III at a price of ~~Raich~~$18 ~~Ende~~per ~~Malter &~~unit, ~~Co.~~less ~~LLP~~certain reductions to that purchase price (including an “~~Raich~~administrative fee”) ~~and~~of ~~the~~$100 ~~combined~~per ~~practice~~selling ~~operates~~investor) ~~under~~as described in the ~~name~~Offeror’s ~~Raich~~written ~~Ende~~tender ~~Malter &~~offer ~~Co.~~materials ~~LLP. The~~dated ~~General~~October ~~Partner~~5, ~~of the~~2012. ~~Company~~The ~~has~~press ~~determined~~release ~~that~~is ~~the~~attached ~~Company~~to ~~will~~this ~~continue~~Current toReport ~~engage~~on ~~Raich~~Form 8-K as ~~its~~Exhibit ~~independent~~99.1 ~~registered~~and ~~public~~incorporated ~~accounting~~herein ~~firm~~by reference.

This Current Report on Form 8-K and the press release attached as an exhibit hereto contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and also include a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.

Item 9.01. Financial Statements and Exhibits

(a)	Not applicable

(b)	Not applicable

(c)	Not applicable

(d)	Exhibits

	99.1	Press Release issued October 18, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of ~~1934~~1034, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEPENDENCE TAX CREDIT PLUS L.P. III (Registrant) By: RELATED INDEPENDENCE ASSOCIATES III L.P., General Partner By: RELATED INDEPENDENCE ASSOCIATES III INC., General Partner Date: By: /s/ Robert A. Pace Robert A. Pace Chief Financial Officer and Principal Accounting Officer

~~Date: April 27, 2012~~ (Registrant)

		By:	RELATED INDEPENDENCE ASSOCIATES III, L.P.,
			General Partner

			By:	RELATED INDEPENDENCE ASSOCIATES III INC.,
				General Partner

Date:	October 18, 2012			By:	/s/ Robert A. Pace
					Robert A. Pace
					Chief Financial Officer and Principal Accounting Officer

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